-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ky2Qb3PIsaKVLCAGlsTvgtu34O7VKvTvXbuHwERMdrPyUb2Y9QX75Dw/JUbApeO0 BSh0ozCtdEEI3MgGsjHJkA== 0001193125-07-252214.txt : 20071121 0001193125-07-252214.hdr.sgml : 20071121 20071121164622 ACCESSION NUMBER: 0001193125-07-252214 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 GROUP MEMBERS: RAVEN ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0528 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10548 FILM NUMBER: 071263741 BUSINESS ADDRESS: STREET 1: 14200 SW KARL BRAUN DRIVE CITY: BEAVERTON STATE: OR ZIP: 97077 BUSINESS PHONE: 503-627-7111 MAIL ADDRESS: STREET 1: P O BOX 500 CITY: BEAVERTON STATE: OR ZIP: 97077-0001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 6 TO SCHEDULE TO Amendment No. 6 to Schedule TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


SCHEDULE TO

(Amendment No. 6)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

TEKTRONIX, INC.

(Name of Subject Company)

RAVEN ACQUISITION CORP.

an indirect wholly owned subsidiary of

DANAHER CORPORATION

(Name of Filing Person—Offeror)

Common Shares, without par value

(including the Associated Series B No Par Preferred Shares Purchase Rights)

(Title of Class of Securities)

879131 10

(CUSIP Number of Class of Securities)

 


Daniel L. Comas

Executive Vice President and Chief Financial Officer

Danaher Corporation

2099 Pennsylvania Avenue, NW

12th Floor

Washington, DC 20006

(202) 828-0850

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Trevor S. Norwitz, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Telephone: (212) 403-1000

 

CALCULATION OF FILING FEE

 

Transaction Valuation*

 

Amount of Filing Fee**

$2,937,223,003.26

  $90,172.75
* Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was calculated by multiplying the tender offer price of $38.00 per share by the number of shares of common stock, without par value, of Tektronix, Inc. (“Shares”) outstanding on a fully diluted basis to be acquired in the tender offer as of October 12, 2007, based upon representations by Tektronix, Inc. in the Agreement and Plan of Merger dated as of October 14, 2007 (the “Merger Agreement”), among Tektronix, Inc., Danaher Corporation and Raven Acquisition Corp., consisting of (a) 75,084,510 Shares issued and outstanding, (b) 2,176,340 shares subject to outstanding company stock options and (c) 34,492 Shares subject to outstanding Company restricted stock units.

 

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction valuation by 0.00003070.

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $90,172.75

 

Form or Registration No.: Schedule TO

Filing Party: Raven Acquisition Corp. and Danaher Corporation

 

Date Filed: October 18, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 



This Amendment No. 6 (“Amendment No. 6”) amends and supplements the Tender Offer Statement on Schedule TO, as amended (the “Schedule TO”), originally filed with the Securities and Exchange Commission on October 18, 2007 by Danaher Corporation, a Delaware corporation (“Danaher”), and Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Danaher (the “Purchaser”). The original filing with the SEC by group members Danaher and the Purchaser (and subsequent amendments) can be found at http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001415207&action=getcompany. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, without par value, including associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 and as amended (the “Offer to Purchase”) and the related Letter of Transmittal, attached to the Schedule TO as Exhibit (a)(1) and Exhibit (a)(2), respectively. The Schedule TO incorporates by reference the Offer to Purchase, as amended.

Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and Schedule TO.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“The subsequent offering period expired at 11:59 p.m., New York City time, on Tuesday, November 20, 2007. According to Computershare Trust Company, N.A., the depositary for the Offer, as of the expiration of the subsequent offering period, approximately 69,094,604 Shares (excluding Shares that had previously been tendered pursuant to guaranteed delivery procedures but were not actually delivered) were validly tendered into, and not withdrawn from, the Offer and subsequent offering period, representing approximately 90.3% of the outstanding Shares. Purchaser has accepted all such validly tendered Shares for payment and has paid or will promptly pay the price of $38.00 per share, net to the seller in cash without interest, for such Shares.

On November 21, 2007, the Purchaser merged with and into Tektronix pursuant to articles of merger delivered to, and filed with, the Secretary of State for the State of Oregon, with Tektronix surviving as an indirect wholly owned subsidiary of Danaher. The Merger was implemented on an expedited basis pursuant to the short-form merger procedure available under Oregon law. In the Merger, each remaining Share was cancelled and (except for Shares held by Danaher or the Purchaser and certain restricted shares) converted into the right to receive $38.00 per share, net to the seller in cash, without interest. The Shares have ceased to be traded on the NYSE.

The full text of the press release issued by Danaher and Tektronix on November 21, 2007 announcing the expiration and results of the subsequent offering period is attached hereto as Exhibit (a)(13) and is incorporated herein by reference. The full text of the press release issued by Danaher on November 21, 2007 announcing the completion of the Merger is attached hereto as Exhibit (a)(14) and is incorporated herein by reference.”

 


Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

 

(a)(13)    Text of press release issued by Danaher and Tektronix announcing the expiration and results of the subsequent offering period, dated November 21, 2007.
(a)(14)    Text of press release issued by Danaher announcing completion of the Merger, dated November 21, 2007.

 


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2007

 

DANAHER CORPORATION
By:   /s/ Daniel L. Comas

Name:

Title:

 

Daniel L. Comas

Executive Vice President and Chief

Financial Officer

 

RAVEN ACQUISITION CORP.
By:   /s/ Daniel L. Comas

Name:

Title:

 

Daniel L. Comas

President

 


EXHIBIT INDEX

 

(a)(1)    Offer to Purchase, dated October 18, 2007.*
(a)(2)    Form of Letter of Transmittal.*
(a)(3)    Form of Notice of Guaranteed Delivery.*
(a)(4)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)    Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)    Text of press release issued by Danaher dated October 15, 2007.*
(a)(7)    Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(8)    Form of summary advertisement dated October 18, 2007.*
(a)(9)    Form of Letter to Participants in the Tektronix, Inc. 401(k) Plan and Instruction Form.*
(a)(10)    Form of Letter to Participants in the Tektronix, Inc. Employee Stock Purchase Plan.*
(a)(11)    Text of joint press release issued by Danaher and Tektronix announcing expiration of HSR waiting period, dated October 31, 2007.*
(a)(12)    Text of joint press release issued by Danaher and Tektronix announcing expiration and results of the Offer and commencement of subsequent offering period, dated November 16, 2007.*
(a)(13)    Text of press release issued by Danaher and Tektronix announcing the expiration and results of the subsequent offering period, dated November 21, 2007.
(a)(14)    Text of press release issued by Danaher announcing completion of the Merger, dated November 21, 2007.
(b)(1)    Credit Agreement, dated as of November 13, 2007, among Danaher Corporation, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Sole Lead Arranger and Book Manager, UBS Securities LLC, as Senior Managing Agent, and the lenders referred to therein (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Danaher with the SEC on November 15, 2007 and incorporated herein by reference).*
(b)(2)    Summary of the Global Commercial Paper Program (filed as Item 1.01 to the Current Report on Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference).*


(d)(1)
   Agreement and Plan of Merger, dated as of October 14, 2007, between Danaher Corporation, Raven Acquisition Corp. and Tektronix, Inc.*
(d)(2)    Confidentiality Agreement, dated as of September 3, 2007, between Danaher Corporation and Tektronix, Inc.*
(g)    None.
(h)    Not applicable.

* Previously filed
EX-99.A.13 2 dex99a13.htm EXHIBIT (A)(13) Exhibit (a)(13)

Exhibit (a)(13)

DHR Closes Subsequent Offering Period for TEK;

Acquires Over 90% of Tektronix Shares

Washington, D.C. and Beaverton, OR, November 21, 2007 – Danaher Corporation (NYSE: DHR) and Tektronix, Inc. (NYSE: TEK) jointly announced today the expiration, as of 11:59 PM, New York City time, on November 20, 2007, of the subsequent offering period in the tender offer made by Raven Acquisition Corp., Danaher’s indirect wholly owned subsidiary, for all of the outstanding shares of Tektronix, Inc. common stock. The initial tender offer period expired on November 15, 2007.

According to the final report of the depositary for the offer, as of the expiration of the subsequent offering period, a total of approximately 69,094,604 shares of Tektronix common stock had been validly tendered and not withdrawn into the offer (including shares tendered during the subsequent offering period and excluding shares previously tendered pursuant to guaranteed delivery procedures that were not actually delivered). Stockholders who validly tendered and did not withdraw their shares will promptly receive the offer price of $38.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer and subsequent offering period, Danaher, through Raven Acquisition Corp., now owns over 90% of the outstanding shares of Tektronix common stock.

Raven will promptly acquire all of the remaining outstanding shares of Tektronix common stock by means of a short-form merger under Oregon law. In the merger, Raven will merge with and into Tektronix, and Tektronix will become an indirect wholly owned subsidiary of Danaher. In the merger, each outstanding share of Tektronix common stock will be cancelled and (except for shares held by Danaher or Raven and certain restricted shares) converted into the right to receive $38.00 per share, net to the seller in cash without interest. Following the merger, detailed instructions will be mailed to Tektronix stockholders who did not tender in the offer outlining the steps to be taken to obtain the merger consideration.

About Danaher

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components (www.danaher.com).

About Tektronix

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries — as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.

 


Please contact:

Andy Wilson

Vice President, Investor Relations

Danaher Corporation

2099 Pennsylvania Avenue, NW

12th Floor

Washington, D.C. 20006

Telephone: (202) 828-0850

Fax: (202) 828-0860

Paul Oldham

VP Treasurer and Investor Relations

Tektronix, Inc.

14200 SW Karl Braun Drive

M/S 55-544

Beaverton, OR 97077

Telephone: (503) 627-4027

Fax: (503) 627-6108

EX-99.A.14 3 dex99a14.htm EXHIBIT (A)(14) Exhibit (a)(14)

Exhibit (a)(14)

Danaher Completes Acquisition of Tektronix

Washington, D.C., November 21, 2007 – Danaher Corporation (NYSE: DHR) announced today that it has completed the merger of its indirect wholly owned subsidiary into Tektronix, Inc. and, as a result, Tektronix has become an indirect wholly owned subsidiary of Danaher.

Tektronix’s common stock will now cease to be traded on the New York Stock Exchange. Detailed instructions will be mailed to former Tektronix stockholders who did not tender their shares into the offer outlining the steps to be taken to obtain the merger consideration of $38 per share in cash, without interest.

The closing of the merger and the cessation of trading of Tektronix’s common stock on the New York Stock Exchange are each a “fundamental change” under the terms of the indenture governing Tektronix’s $345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which entitles the noteholders to convert their notes into a cash amount based on the value of a certain number of common shares to be determined by a formula set forth in the indenture.

About Danaher

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components www.danaher.com.

About Tektronix

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries — as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.

Please contact:

Andy Wilson

Vice President, Investor Relations

Danaher Corporation

2099 Pennsylvania Avenue

Washington, D.C. 20006

Telephone: (202) 828-0850

Fax: (202) 828-0860

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